Exhibit 10.30
MSCI
EQUITY INCENTIVE COMPENSATION
PLAN
2008 AWARD
CERTIFICATE
FOR STOCK UNITS
FOR EXECUTIVE
OFFICERS
AND THE GENERAL
COUNSEL
TABLE OF CONTENTS
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PAGE
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SECTION 1.
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Stock Units
Generally.
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4
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SECTION 2.
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Vesting
Schedule; Conversion.
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4
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SECTION 3.
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Six-Month
Delay for Specified Employees.
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5
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SECTION 4.
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Dividend
Equivalent Payments.
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5
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SECTION 5.
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Death and
Disability.
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6
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SECTION 6.
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Full Career
Retirement.
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6
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SECTION 7.
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Involuntary
Termination by the Company.
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6
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SECTION 8.
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Governmental
Service Termination.
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6
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SECTION 9.
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Qualifying
Termination.
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6
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SECTION 10.
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Qualifying
Change in Control.
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7
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SECTION 11.
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Termination
of Employment and Cancellation of Awards.
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7
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SECTION 12.
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Tax and
Other Withholding Obligations.
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7
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SECTION 13.
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Satisfaction
of Obligations.
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8
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SECTION 14.
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Nontransferability.
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8
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SECTION 15.
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Designation
of a Beneficiary.
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8
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SECTION 16.
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Ownership
and Possession.
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9
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SECTION 17.
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Securities
Law Compliance Matters.
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9
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SECTION 18.
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Compliance
with Laws and Regulations.
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9
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SECTION 19.
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No
Entitlements.
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9
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SECTION 20.
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Consents
under Local Law.
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10
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SECTION 21.
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Award
Modification.
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10
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SECTION 22.
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Severability.
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11
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SECTION 23.
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Successors.
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11
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SECTION 24.
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Governing
Law.
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11
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SECTION 25.
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Rule of
Construction for Timing of Conversion.
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11
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SECTION 26.
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Defined
Terms.
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11
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MSCI 2008 AWARD
CERTIFICATE
FOR STOCK UNITS
FOR EXECUTIVE
OFFICERS
AND THE GENERAL
COUNSEL
MSCI has awarded you stock units as
an incentive for you to continue to remain in Employment and
provide services to the Company, from the Date of the Award through
the Scheduled Vesting Dates, as provided in this Award Certificate.
This Award Certificate sets forth the general terms and conditions
of your 2008 stock unit award.
The number of stock units in your
award has been communicated to you separately in a term sheet
delivered to you. If you are employed outside the United States,
you will also receive an “International Tax Supplement”
that contains supplemental terms and conditions for your 2008 stock
unit award. This Award Certificate should be read in conjunction
with the International Tax Supplement, if applicable, in order for
you to understand the terms and conditions of your stock unit
award.
Your stock unit award is made
pursuant to the Plan. References to “stock units” in
this Award Certificate mean only those stock units included in your
2008 stock unit award, and the terms and conditions herein apply
only to such award. If you receive any other award under the Plan
or another equity compensation plan, it will be governed by the
terms and conditions of the applicable award documentation, which
may be different from those herein.
The purpose of the stock unit award
is, among other things, to align your interests with the interests
of the Company and to reward you for your continued Employment and
service to the Company in the future. In view of these purposes,
you will earn each portion of your 2008 stock unit award only if
you remain in continuous Employment through the applicable
Scheduled Vesting Date or as otherwise set forth below.
Section 409A of the Internal
Revenue Code imposes rules relating to the taxation of deferred
compensation, including your 2008 stock unit award. The Company
reserves the right to modify the terms of your 2008 stock unit
award, including, without limitation, the payment provisions
applicable to your stock units, to the extent necessary or
advisable to comply with Section 409A of the Internal Revenue
Code and reserves the right to make any changes to your stock unit
award so that it does not become subject to Section 409A or
become subject to a six-month wait period under
Section 409A.
Capitalized terms used in this Award
Certificate that are not defined in the text have the meanings set
forth in Section 26 below. Capitalized terms used in this
Award Certificate that are not defined in the text or in
Section 26 below have the meanings set forth in the
Plan.
SECTION 1 . Stock Units
Generally.
Each of your stock units corresponds
to one share of MSCI class A common stock. A stock unit constitutes
an unsecured promise by MSCI to pay you one share of MSCI class A
common stock on the conversion date for the stock unit. As the
holder of stock units, you have only the rights of a general
unsecured creditor of MSCI. You will not be a stockholder with
respect to the shares of MSCI class A common stock underlying your
stock units unless and until your stock units convert to
shares.
SECTION 2 . Vesting
Schedule; Conversion.
(a) Vesting Schedule . Your
stock units will vest according to the following schedule:
[ ].
Any fractional stock units resulting from the application of the
vesting schedule will be aggregated and will vest on the First
Scheduled Vesting Date. Except as otherwise provided in this Award
Certificate, each portion of your stock units will vest only if you
continue to serve the Company by remaining in continuous Employment
through the applicable Scheduled Vesting Date. The special vesting
terms set forth in Section 5, Section 6, Section 7,
Section 8, Section 9 and Section 10 of this Award
Certificate apply (i) if your Employment terminates by reason
of your death or Disability, (ii) if your Employment
terminates in a Full Career Retirement, (iii) if the Company
terminates your Employment in an involuntary termination under the
circumstances described in Section 7, (iv) if your
Employment terminates in a Governmental Service Termination,
(v) if your Employment terminates in a Qualifying Termination
or (vi) in the event of a Qualifying Change in Control. Vested
stock units are subject to any transfer restrictions and
cancellation and tax withholding provisions set forth in this Award
Certificate.
(b) Conversion .
(i) Except as otherwise provided in
this Award Certificate, each of your vested stock units will
convert to one share of MSCI class A common stock on the applicable
Scheduled Vesting Date.
(ii) Shares to which you are
entitled upon conversion of stock units under any provision of this
Award certificate shall not be subject to any transfer
restrictions, other than those that may arise under the securities
laws or the Company’s policies, or to cancellation under the
circumstances set forth in Section 11(c).
4
SECTION 3 . Six-Month Delay
for Specified Employees.
Notwithstanding the other provisions
of this Award Certificate, to the extent necessary to comply with
Section 409A of the Internal Revenue Code, if MSCI considers
you to be one of its “specified employees” as defined
in Section 409A of the Internal Revenue Code (which will not
occur until after April 1, 2009) at the time of your
Separation from Service, either (i) conversion of your stock
units will be delayed until the first business day following the
date that is six months after your Separation from Service or
(ii) your stock units will convert into a right to receive
cash equal to the value of the stock price underlying such units on
the date of your Separation from Service, to be paid on the sixth
month anniversary of such date with accrued interest, as determined
by the Company; provided that while you may express to the
Company your preference as to the form of consideration, the
ultimate determination as to such form will be solely at the
Company’s discretion; provided, further , that to the
extent this Section 3 is applicable, in the event that after
the date of your termination of Employment, you (i) die or
(ii) accept employment at a Governmental Employer and you
provide the Company with satisfactory evidence demonstrating that
as a result of such new employment, the divestiture of your
continued interest in MSCI equity awards or continued ownership in
MSCI class A common stock is reasonably necessary to avoid the
violation of U.S. federal, state or local or foreign ethics law or
conflicts of interest law applicable to you at such Governmental
Employer, payment will be made immediately.
SECTION 4 . Dividend
Equivalent Payments.
Until your stock units convert to
shares, if and when MSCI pays a regular or ordinary cash dividend
on its class A common stock, you will be paid a dividend equivalent
in the same amount as the dividend you would have received if you
held shares for your vested and unvested stock units. No dividend
equivalents will be paid to you with respect to any canceled stock
units.
MSCI will decide on the form of
payment and may pay dividend equivalents in shares of MSCI class A
common stock, in cash or in a combination thereof. MSCI will pay
the dividend equivalent when it pays the corresponding dividend on
its class A common stock.
Because dividend equivalent payments
are considered part of your compensation for income tax purposes,
they will be subject to applicable tax and other withholding
obligations.
5
SECTION 5 . Death and
Disability.
The following special vesting and
payment terms apply to your stock units:
(a) Termination of Employment due
to Death . If your Employment terminates due to death, all of
your unvested stock units will immediately vest. Your stock units
will convert to shares of MSCI class A common stock upon your
death; provided that MSCI has knowledge of your death within
seventy-five days following your death. Such shares will be
delivered to the beneficiary you have designated pursuant to
Section 15 or the legal representative of your estate, as
applicable.
(b) Termination of Employment due
to Disability . If your Employment terminates due to
Disability, provided that no Cancellation Event has
occurred, all of your unvested stock units will vest and convert to
shares of MSCI class A common stock on the date your Employment
terminates, and you will no longer be subject to the cancellation
provisions described in Section 11.
SECTION 6 . Full Career
Retirement.
In the event of your Full Career
Retirement, provided that no Cancellation Event has
occurred, all of your unvested stock units will vest and convert to
shares of MSCI class A common stock on the date your Employment
terminates, and, following conversion, you will no longer be
subject to the cancellation provisions described in
Section 11, except as provided in Section 3.
SECTION 7 . Involuntary
Termination by the Company.
If the Company terminates your
Employment under circumstances not involving a Cancellation Event
and you sign an agreement and release satisfactory to the Company,
all of your unvested stock units will vest on the date your
Employment terminates. On that date, your stock units will convert
to shares of MSCI class A common stock, and you will no longer be
subject to the cancellation provisions described in
Section 11, except as provided in Section 3.
SECTION 8 . Governmental
Service Termination.
If your Employment terminates in a
Governmental Service Termination under circumstances not involving
a Cancellation Event, all of your unvested stock units will vest
and convert to shares of MSCI class A common stock on the date your
Employment terminates, and you will no longer be subject to the
cancellation provisions described in Section 11.
SECTION 9 . Qualifying
Termination.
If your employment terminates in a
Qualifying Termination, all unvested stock units will vest and be
converted into shares of MSCI class A common stock on the date of
your Qualifying Termination, and you will no longer be subject to
the cancellation provisions described in Section 11, except as
provided in Section 3.
6
SECTION 10 . Qualifying
Change in Control.
In the event of a Qualifying Change
in Control, all of your unvested stock units will vest and be
converted into shares of MSCI class A common stock as of the
effective date of the Qualifying Change in Control.
SECTION 11 . Termination of
Employment and Cancellation of Awards.
(a) Cancellation of Unvested
Awards . Your unvested stock units will be canceled and
forfeited in full if your Employment terminates for any reason
other than under the circumstances set forth in this Award
Certificate for death, Disability, Full Career Retirement,
Governmental Service Termination, an involuntary termination by the
Company not involving a Cancellation Event, a Qualifying
Termination or a Qualifying Change in Control.
(b) General Treatment of Vested
Awards . Except as otherwise provided in this Award
Certificate, your vested stock units will convert to shares of MSCI
class A common stock on the date they vest. The withholding
provisions set forth in Section 12 of this Award Certificate
will continue to apply until the later of (i) the date your
stock units convert to shares of MSCI class A common stock or
(ii) the date the shares of MSCI class A common stock are
delivered.
(c) Cancellation Events .
Your stock units will be canceled prior to conversion in the event
of any Cancellation Event. This Section 11 shall apply
notwithstanding any other terms of this Award Certificate (except
where sections in this Award Certificate specifically provide that
the Cancellation Events no longer apply).
SECTION 12 . Tax and Other
Withholding Obligations.
Pursuant to rules and procedures
that MSCI establishes (including those in Section 13), tax or
other withholding obligations arising upon conversion of your stock
units will be satisfied by having MSCI withhold shares of MSCI
class A common stock or by tendering shares of MSCI class A common
stock, in each case in an amount sufficient to satisfy the tax or
other withholding obligations, unless MSCI, in its sole discretion,
provides for a cash withholding option which would permit MSCI to
withhold cash in the same amount. Shares withheld or tendered will
be valued using the fair market value of MSCI class A common stock
on the later of (i) the date your stock units convert or
(ii) the date the shares of MSCI class A common stock are
delivered, using a valuation methodology established by
MSCI.
7
In order to comply with applicable
accounting standards or the Company’s policies in effect from
time to time, MSCI may limit the amount of shares that you may have
withheld or that you may tender.
SECTION 13 . Satisfaction of
Obligations.
Notwithstanding any other provision
of this Award Certificate, MSCI shall have such rights of offset
with respect to your stock units as set forth in Section 16(a)
of the Plan.
SECTION 14 .
Nontransferability.
You may not sell, pledge,
hypothecate, assign or otherwise transfer your stock units, other
than as provided in Section 15 (which allows you to designate
a beneficiary or beneficiaries in the event of your death) or by
will or the laws of descent and distribution or otherwise as
provided for by the Committee. This prohibition includes any
assignment or other transfer that purports to occur by operation of
law or otherwise. During your lifetime, payments relating to the
stock units will be made only to you.
Your personal representatives,
heirs, legatees, beneficiaries, successors and assigns, and those
of MSCI, shall all be bound by, and shall benefit from, the terms
and conditions of your award.
SECTION 15 . Designation of
a Beneficiary.
You may make a written designation
of a beneficiary or beneficiaries to receive all or part of the
shares to be paid under this Award Certificate in the event of your
death. To make a beneficiary designation, you must complete and
file the form attached hereto as Appendix A with the
Company’s Human Resources Department.
Any shares that become payable upon
your death, and as to which a designation of beneficiary is not in
effect, will be distributed to your estate.
You may replace or revoke your
beneficiary designation at any time. If there is any question as to
the legal right of any beneficiary to receive shares under this
award, MSCI may determine in its sole discretion to deliver the
shares in question to your estate. MSCI’s determination shall
be binding and conclusive on all persons and it will have no
further liability to anyone with respect to such shares.
8
SECTION 16 . Ownership and
Possession.
(a) Generally . Generally,
you will not have any rights as a stockholder in the shares of MSCI
class A common stock corresponding to your stock units prior to
conversion of your stock units.
Prior to conversion of your stock
units, however, you will receive dividend equivalent payments, as
set forth in Section 4 of this Award Certificate.
(b) Following Conversion .
Subject to Section 12, following conversion of your stock
units you will be the beneficial owner of the net shares issued to
you, and you will be entitled to all rights of ownership, including
voting rights and the right to receive cash or stock dividends or
other distributions paid on the shares.
SECTION 17 . Securities Law
Compliance Matters.
The Administrator may, if it
determines it is appropriate, affix any legend to the stock
certificates representing shares of MSCI class A common stock
issued upon conversion of your stock units (and any stock
certificates that may subsequently be issued in substitution for
the original certificates). MSCI may advise the transfer agent to
place a stop order against such shares if it determines that such
an order is necessary or advisable.
SECTION 18 . Compliance with
Laws and Regulations.
Any sale, assignment, transfer,
pledge, mortgage, encumbrance or other disposition of shares issued
upon conversion of your stock units (whether directly or
indirectly, whether or not for value, and whether or not voluntary)
must be made in compliance with any applicable constitution, rule,
regulation, or policy of any of the exchanges or associations or
other institutions with which the Company has membership or other
privileges, and any applicable law, or applicable rule or
regulation of any governmental agency, self-regulatory organization
or state or federal regulatory body.
SECTION 19 . No
Entitlements.
(a) No Right to Continued
Employment . This stock unit award is not an employment
agreement, and nothing in this Award Certificate, the International
Tax Supplement, if applicable, or the Plan shall alter your status
as an “at-will” employee of the Company. None of this
Award Certificate, the International Tax Supplement, if applicable,
or the Plan shall be construed as guaranteeing your Employment or
as giving you any right to continue in the employ of the Company
during any period (including without limitation the period between
the Date of the Award and any of the First Scheduled Vesting Date,
the Second Scheduled Vesting Date, the Third Scheduled Vesting
Date, or, if applicable, the Fourth Scheduled Vesting Date or any
portion of any of these periods), nor shall they be construed as
giving you any right to be reemployed by the Company following any
termination of Employment.
9
(b) No Right to Future Awards
. This award, and all other awards of stock units and other
equity-based awards, are discretionary. This award does not confer
on you any right or entitlement to receive another award of stock
units or any other equity-based award at any time in the future or
in respec